No Violation of Public Policy. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon ​ under the Restrictive Separation Agreement - Feldman Covenants and Paragraph 5 of this Agreement and acknowledges and agrees that they are reasonable in scope, time, and territory; are designed to eliminate competition which would otherwise be unfair; do not interfere with Executive’s exercise of his inherent skill and experience; are reasonably required to protect the legitimate interests of ​; and do not confer a benefit upon ​ disproportionate to the detriment to Executive.

No Violation. Tenant hereby warrants and represents that neither its execution of nor performance under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, arising from Tenant's breach of this warranty and representation.

Neither the execution, delivery or performance by any Loan Party of each of the Loan Documents to which it is a party, nor compliance by it with the terms and provisions thereof, # will contravene any provision of any material law, statute, rule or regulation or any order, writ, injunction or decree of any court or Governmental Body, except in the case of any contraventions that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, # will conflict with, or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Loan Documents or Permitted Liens) upon any of the property or assets of any Loan Party pursuant to the terms of # the Junior Lien Documents or # any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Loan Party or any Subsidiary is a party or by which it or any its property or assets is bound or to which it may be subject, except for any such contravention, breach, default, conflict or Lien that would not reasonably be expected, either individually or in the aggregate, to be adverse to the Lenders in any material respect, or # will violate any provision of the certificate or articles of incorporation, certificate of

No Violation. The execution and delivery of the Borrower Basic Documents, the consummation of the transactions contemplated by the Borrower Basic Documents and the fulfillment of the terms hereof and thereof will not # conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Formation Documents or any Contractual Obligation of the Borrower, # result in the creation or imposition of any Lien upon any of the Borrower’s properties pursuant to the terms of any such Contractual Obligation, other than this Agreement, or # violate any Applicable Law.

No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not # conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, its organizational documents or any of its Contractual Obligations, # result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such organizational documents or Contractual Obligation, other than this Agreement, or # violate any Applicable Law, to the extent applicable to Computershare.

No Violation. The execution and delivery of this Agreement by the Parent Support Provider, the performance by the Parent Support Provider of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Parent Support Provider will not violate any Law applicable to the Parent Support Provider, except where such violation would not reasonably be expected to have a Material Adverse Effect.

Strategy and Public Policy Committee. A Non-Employee Director serving as Chairperson of the Strategy and Public Policy Committee shall receive an additional annual retainer of ​ for such service. A Non-Employee Director serving as a member other than the Chairperson of the Strategy and Public Policy Committee shall receive an additional annual retainer of ​ for such service.

Violation. Except as provided in [Section 5], any transfer, pledge, sale, assignment, or hypothecation of the Award or any portion thereof shall be a violation of the terms of this Award and shall be void and without effect.

No Public Market. ​ understands that no public market now exists for the Note, and that ​ has made no assurances that there will ever be a public market for the Note.

Consultant and its Representatives hereby covenant and promise, except as required by law or pre-approved in writing by ​, not to make any statements, orally or in writing, to any third parties regarding or pertaining in any way to ​, ​’ Representatives, or performance of the Work for ​.